OLD MUTUAL ABSOLUTE RETURN INSTITUTIONAL FUND, L.L.C.
FORM OF AMENDED AND RESTATED EXPENSE LIMITATION AND
REIMBURSEMENT AGREEMENT
AGREEMENT made as of the 8th day of February, 2007 and amended and restated
as of the ____ day of ___________, 2010 by and between Old Mutual Absolute
Return Institutional Fund, L.L.C., a Delaware limited liability company (the
"Fund"), and Larch Lane Advisors LLC, a Delaware corporation ("Larch Lane"):
W I T N E S S E T H:
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a non-diversified, closed-end, management
investment company; and
WHEREAS, Larch Lane serves as the investment adviser of the Fund and Old Mutual
Absolute Return Master Fund (the "Master Fund") pursuant to agreements between
Larch Lane and each of the Fund and the Master Fund, each dated February 8, 2007
(together, the "Investment Management Agreements");
NOW, THEREFORE, the parties hereto agree as follows:
1. Larch Lane (or an affiliate of Larch Lane) agrees to waive the fees
payable to it under the Investment Management Agreements (the "Investment
Management Fees"), or to pay or absorb the ordinary operating expenses of the
Fund (excluding interest, dividend expenses on short sales, brokerage
commissions and extraordinary expenses of the Fund but including all
organization and offering expenses) ("Operating Expenses") to the extent the
Operating Expenses exceed 1.90% per annum of the Fund's average monthly net
assets (including the Fund's portion of the Investment Management Fees and other
expenses charged by the Master Fund) (the "Expense Limitation").
2. This Agreement will remain in effect until terminated by the Fund. The
Fund may terminate this Agreement upon 30 days' written notice to Larch Lane.
This Agreement will terminate automatically upon the termination of the
Investment Management Agreements.
3. The Fund agrees to carry forward for a period not to exceed three (3)
years from the end of the fiscal year in which an expense is incurred by Larch
Lane any Operating Expenses in excess of the Expense Limitation that are paid or
assumed by Larch Lane (or an affiliate of Larch Lane) pursuant to this Agreement
("Excess Operating Expenses") and to reimburse Larch Lane (or an affiliate of
Larch Lane) in the amount of such Excess Operating Expenses as set forth herein.
Such reimbursement will be made as promptly as possible, but only to the extent
it does not cause the Operating Expenses for any year to exceed the lower of the
Expense Limitation: (i) in effect at the time the expense was incurred; or (ii)
in effect at the time of reimbursement. This Agreement shall terminate in the
event Larch Lane or any affiliate of Larch Lane terminates the Investment
Management Agreements without the consent of the Fund (other than a termination
resulting from an "assignment," as defined by the 1940 Act and the
rules thereunder, of the Investment Management Agreements). If this Agreement
is terminated by the Fund or if this Agreement terminates because the Fund
terminates or fails to renew for any additional term the Investment Management
Agreements, the Fund agrees to reimburse any remaining Excess Operating Expenses
not previously reimbursed, such reimbursement to be made to Larch Lane not later
than 30 days after the termination of this Agreement and without regard to the
Expense Limitation.
4. This Agreement shall be construed in accordance with the laws of the
state of New York and the applicable provisions of the 1940 Act. To the extent
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
5. This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters described herein.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement.
OLD MUTUAL ABSOLUTE
RETURN INSTITUTIONAL FUND, L.L.C.
By:
Name:
Title:
Date: __________________, 0000
XXXXX XXXX ADVISORS LLC
By:
Name:
Title:
Date: __________________, 2010
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